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ANNEX II
QUESTIONNAIRE
Fit and proper assessment of members of the board of directors and
key function holders
Name of credit institution
LEI code of credit institution
General Electronic Commercial
Registry (GEMI) number of credit
institution
Name of appointee
Instructions for completing the questionnaire
1. The questionnaire must be duly completed and signed by the appointee and the
institution, with legalisation of the signature by a competent administrative authority.
2. The space provided under each question in the questionnaire is NOT
indicative of the size of the required answer.
3. Where there is no competent authority to issue the required certificates,
equivalent documents issued by an independent reliable source shall be submitted.
4. The certificates submitted together with this questionnaire should have been
issued no more than three months before the submission of the questionnaire.
5. Any false or misleading information or suppression of important information
may give rise, in additional to criminal prosecution, also to doubts about the integrity
of the appointee and, therefore, his suitability.
6. All questions must be duly completed, otherwise the necessary explanations
should be provided.
7. The supporting documents accompanying the questionnaire shall give a cross-
reference to the relevant paragraph and shall be attached to the questionnaire as
Attachments, numbered as specified herein and not consecutively, i.e. omitting the
numbers of any missing/non-applicable attachments.
8. Submission of the questionnaire and the documentation in paper form should
be accompanied by an electronic file storage (a CD or USB) containing all the
documentation in PDF format.
The questionnaire and the relevant documentation shall be submitted in a
sealed envelope at the following address:
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BANK OF GREECE
Banking Supervision Department
21, E. Venizelos Ave., 10250 Athens
Telephone: +30 210 3205019
Fax: +30 210 3205400
Email: [email protected]
Website: www.bankofgreece.gr
The data submitted in this questionnaire are covered by official/professional secrecy
under Article 54 of Law 4261/2014.
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Data of contact person in the institution
Name
Surname
Occupation
Postal address
Fixed phone number (including area
code)
Mobile phone number (optional)
Fax number (including area code)
Email address
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CONTENTS
1. Personal information of the appointee
2. Position for which the questionnaire is submitted
3. Education and professional experience
4. Time commitment
5. Reputation
6. Conflicts of interest
7. Letters of recommendation
8. Collective suitability
9. Additional information and Attachments
10. Declaration – authorisation by the appointee
11. Declaration by the credit institution
12. Declaration – authorisation by other natural persons whose personal data are
included in this questionnaire
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1. Personal information of the appointee
1.1 Name
1.1.1 Title
1.1.2 First name
1.1.3 Family name
1.1.4 Father’s name
1.1.5 Middle name(s)
1.2 Previous name
1.2.1 Title
1.2.2 First name
1.2.3 Family name
1.2.4 Middle name(s)
1.2.5 Date and reason for change
1.3 Date of birth
1.4 Country and city of birth
1.5 Nationalities
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1.6 Number, issuing authority and date of issue/expiry of current ID/passport (if there
is an expiry date)
Please attach, as Attachment 1, authenticated copy of current ID/passport.
1.7 Contact phone number (including country code)
1.8 Email address
1.9 Current residence
1.9.1 Street
1.9.2. Number
1.9.3 City
1.9.4 Country
1.9.5. Postal code
1.9.6 Start date of residence at this address
Please attach, as Attachment 2, evidence of your current residence.
1.10 Permanent residence (if different from the current residence)
1.10.1 Street
1.10.2. Number
1.10.3 City
1.10.4 Country
1.10.5. Postal code
1.10.6 Start date of residence at this address
Please attach, as Attachment 2, evidence of your permanent residence.
1.11 State the sources and total amount of your income, attaching, as Attachment 3,
authenticated copies of your income tax returns in Greece and abroad (for income
taxed abroad), as well as your tax review forms for the last three years.
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1.12 Did you or do you control, within the meaning of Article 3(1)(34) of Law
4261/2014, or did you or do you have a qualifying holding, within the meaning of
Article 3(1)(33) of Law 4261/2014 and according to the criteria of Article 28 of the
said law, in any entities in Greece or abroad? If yes, specify below:
Name of entity Nature of activities Holding (%) Control (yes/no)
2. Position for which questionnaire is submitted
2.1 Please state below the position which you hold or will hold within the credit
institution by checking all boxes which apply:
Member of the board of directors
Executive director
Non-executive director
Non-executive independent director
Chairperson of the board of directors
Vice-chairperson of the board of directors
Managing director
Deputy managing director
Person effectively directing the business of the institution
Representative of the Greek State under Law 3723/2008
Representative of the Hellenic Financial Stability Fund under Law 3864/2010
Other – Please provide details:
………………………………………………………………………………………
Key Function Holder
Head of the internal audit function
Head of the risk management function
Head of the compliance function
Chief financial officer
Member of the audit committee
AML/CTF Officer
Please attach, as Attachment 4, any minutes of the board of directors or other body as
evidence of your appointment.
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2.2 Please provide below as detailed a description as possible of the main duties,
responsibilities and number of subordinates relating to the position in question. Please
specify which other responsibilities, if any, you will exercise within the credit
institution. Please also specify on which committees of the board of directors or other
(management) committees you will sit, if applicable.
2.3 Please provide below additional details about the planned start date and the length
of the term of office (if any).
Start date for the appointment
Term of office
Is the person to be appointed replacing
somebody else?
YES
NO
If YES, who and why?
2.4 Nature of the arrangement between the appointee and the applicant.
Contract for services
Partner
Employee
Other – please explain:
………………………………………………………………………………………
2.5 Have you ever been assessed by a competent supervisory authority of any country
either as a candidate for a position of trust or a proposed shareholder of an entity in
the financial sector? Have you ever been assessed by any competent authority in
another, non-financial sector?
If yes, please complete the table below and attach, as Attachment 5, the required
information and, if available, a copy of the relevant decisions.
Competent
authority
involved
Institution
involved
Responsibilities Conclusion
of the
assessment
Date of
assessment
Start
date
End
date
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2.6 In case of any non-approvals indicated above please explain the reasons:
3. Education and professional experience
3.1 Education
Please complete the table below providing information about your education.
Moreover, attach as Attachment 6 authenticated copies of the relevant certificates,
including any recognition thereof in Greece.
Official
Degree/Certificate
Field of
study
Date Educational
organisation
(university, centre of
studies...)
Period of study
From To
3.2 Professional experience related to banking/financial sector
Please note when filling out the below fields that the following criteria are relevant to
the level of experience and should be mentioned where necessary: nature of the
management position held and its hierarchical level; nature and complexity of the
business where the position was held, including its organisational structure; scope of
competencies, decision-making powers and responsibilities, and number of
subordinates. If necessary, please provide any additional information in the field
below.
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Position Main
responsibilities
Organisation
, company
etc.
Size1 Number of
subordinates
Areas
covere
d
From To Reason for
termination
Please provide any additional information if necessary:
3.3 Other relevant experience outside the financial sector
Position Main
responsibilities
Organisation
, company
etc.
Size2 Number of
subordinates
Areas
covere
d
From To Reason for
termination
Please note when filling out the below fields that the following criteria are relevant to
the level of experience and should be mentioned where necessary: nature of the
management position held and its hierarchical level; nature and complexity of the
business where the position was held, including its organisational structure; scope of
competencies, decision-making powers and responsibilities, and number of
subordinates. If necessary, please provide any additional information in the field
below.
Please provide any additional information if necessary:
3.4 If you do not have relevant experience, then please list below any potential
compensating factors (e.g. size of entity; other compensating experience;
degree/academic experience; overall suitability; specialised knowledge; limited
appointment in terms of the role of the appointment; other special cases)
1 Total assets (year-end data)
2 Total turnover and international presence.
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3.5 Please complete the table below providing information about the experience you
have in the following areas:
Area of experience Assessment (high, medium-
high, medium-low, low)
Financial markets
Regulatory framework and requirements
Strategic planning, and understanding of a credit
institution’s business strategy or programme of operations
and accomplishment thereof
Risk management (identifying, assessing, monitoring,
controlling and mitigating the main types of risk of a credit
institution);
Assessing the effectiveness of a credit institution’s
arrangements, creating effective governance, oversight and
controls
Interpreting a credit institution’s financial information,
identifying key issues based on this information and
appropriate controls and measures
Accounting and auditing
3.6 Other specialised experience.
3.7 Please state the name of the professional body (if any) of which you are a
member, as well as the kind of membership.
3.8 Please attach, as Attachment 7, your CV.
The following question must be answered by the institution
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3.9 Prior to the assumption of the position or within the first year of the assumption of
the position, will the appointee follow specific training?
YES
NO
If the answer above is “yes”, please provide details below:
Content of training Training provided by (internal or
name of external organisation)
From To
4. Time commitment
[To be completed only where the appointee wishes to become a member of the board
of directors]
4.1 What time commitment is required for the function involved?
4.2 Has an additional non-executive directorship been authorised by a competent
authority (Article 83(6) of Law 4261/2014)?
YES
NO Entity (please mark listed companies with*)
Country Description of the entity’s activity
Size of entity3
Function within the entity: executive director/ non-executive director/ other
Cases
under
Art. 83(3)
& (5) of L.
4261/ 2014
Cases
under
Art.
83(4) of
L.
4261/201
4
Additional responsibilities such as membershipof committees,etc.
Time commitment per week (hours) and per year (days) (to include additional responsibilities)
Term of mandate (as of – until)
No. of meetings per year
Any additional comments/ information
4.3 List of executive and non-executive directorships and other professional activities.
Please list the directorship for which this form is being completed first and then all
other directorships and other professional activities held.
3 Total assets (year-end data) for financial sector entities, total turnover and international presence for other companies.
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4.4 For positions coming under Article 83(4) of Law 4261/2014, please provide
details of whether any synergies exist between the companies, such that there is a
legitimate overlap in terms of time commitment within those companies.
5. Reputation
The answers of this section must be answered in relation to you, and in particular
questions 5.2 an 5.4-5.9 must be answered also in relation to any entity in which you
are/have been a member of the board of directors, a person that controls/controlled,
within the meaning of Article 3(1)(34) of Law 4261/2014, or has/had a qualifying
holding, within the meaning of Article 3(1)(33) of Law 4261/2014. Question 5.16 must
be answered only in relation to the above entities.
If the answers to the above questions are affirmative in relation to you personally,
please attach, as Attachment 8, the relevant documents, referring to the corresponding
question. In particular with respect to question 5.5, please attach the documentation
also in relation to the above entities.
5.1 Do you have any previous convictions in criminal proceedings or relevant civil or
administrative proceedings (including convictions under appeal), in Greece or abroad?
Is there any criminal or civil or administrative investigation in progress, in Greece or
abroad?
NO
YES
If YES, please provide details below, in particular: nature of charge; likely penalty if
conviction ensues; your conduct since offence; stage of proceedings; any other
mitigating or aggravating factors.
Please attach, as Attachment 9, authenticated transcript of criminal record issued by a
competent authority, or other equivalent document for non-residents.
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5.2 Do the entities you are/were related with, as described hereinabove, have any
previous convictions in civil or administrative proceedings which had an impact on
your or the above entities’ reputation or significant impact on your or the above
entities’ financial soundness (including convictions under appeal), in Greece or
abroad? Is there any civil or administrative investigation in progress, in Greece or
abroad?
NO
YES
If YES, please provide details below, in particular: nature of charge; likely penalty if
conviction ensues; your conduct since offence; stage of proceedings; any other
mitigating or aggravating factors.
5.3 Do you have any previous disciplinary measures or pending disciplinary actions
(including disqualification as a company director, discharge from any post or position
of trust, including cases where you were asked to resign), in Greece or abroad?
NO
YES
If YES, please provide details below.
5.4 Have you ever been sanctioned by any professional bodies or are you the subject
of any pending investigations, in Greece or abroad?
NO
YES
If YES, please provide details below.
5.5 Has any bankruptcy or pre-bankruptcy or similar resolution proceeding been
instituted against you, in Greece or abroad? Is there any such proceeding in progress?
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Have you ever been, or are you currently, subject to any procedure for settlement of
debts of overindebted natural persons or debt restructuring under Law 4469/2017?
Are any other similar legal measures currently in force against you?
Has any injunction ever been issued against you pending the determination of a
bankruptcy proceeding (e.g. prohibition to sell or acquire assets, freezing of assets,
suspension of creditor proceedings, appointment of a sequestrator)?
Is there any such proceeding in progress?
No
Yes If yes, please specify (including whether the bankruptcy or pre-bankruptcy
or similar proceeding was instituted by yourself or not, and whether you have ever
been involved in any of the above proceedings).
Please attach the relevant certificates as Attachments 10-19, or the relevant judgments
as Attachment 8, as appropriate.
5.6 Have you ever been included in a list of unreliable debtors or do you have a
negative record on a list established by a recognised credit bureau or have you
received an enforcement measure for any such debt?
NO
YES
If YES, please provide details below.
5.7 Are you the subject of any enforcement action that is in progress or has been
suspended, in Greece or abroad, in connection with debts to public agencies or private
individuals?
NO
YES
If YES, please provide details below.
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5.8 Have you ever been the subject of a refusal of registration, authorisation,
membership or licence to carry out a trade, business or profession, or have you had
such registration, authorisation, membership or licence withdrawn, suspended or
terminated by any competent supervisory authority, chamber or government
organisation, in Greece or abroad?
NO
YES
If YES, please provide details below.
5.9 Have any of the proceedings referred to in the above questions been settled out of
court or within the framework of alternative dispute resolution (e.g. mediation)?
NO
YES
If YES, please provide details below.
5.10 Describe the current condition of your debts. Have you provided any guarantees
or commitments or any other personal or physical collateral in connection with any
financial claims on, or obligations of, any other natural or legal person? If YES,
please provide details below.
5.11 Has the board of directors of the institution engaged in any specific deliberations
regarding any aspects of your reputation?
NO
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YES
If YES, please provide details on the content and outcome of this deliberation.
5.12 Have you ever resigned any post, in Greece or abroad, in order to avoid any legal
action or disciplinary proceeding against you?
NO
YES
5.13 Has any of your relatives up to the second degree, by blood or alliance, as well as
your spouse, registered partner, cohabitee or other relation with whom you share
living accommodation ever been parties to any litigation or entered into any judicial
settlement that had a material impact on your financial condition?
Is there any such proceeding in progress?
If yes, please specify, including any penalties imposed.
5.14 Has any of your relatives up to the second degree, by blood or alliance, as well as
your spouse, registered partner, cohabitee or other relation with whom you share
living accommodation ever been convicted in any criminal, civil and administrative
proceeding in Greece or abroad?
Is there any such proceeding in progress?
If yes, please specify, including any penalties imposed.
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5.15 Have you ever obstructed the effective exercise of supervisory functions by
competent authorities in Greece or abroad?
YES
NO
5.16 Provide information on any credit assessments or ratings or public reports on any
entities in which you are/have been a member of the board of directors or a person
that controls/controlled, within the meaning of Article 3(1)(34) of Law 4261/2014, or
has/had a qualifying holding, within the meaning of Article 3(1)(33) of Law
4261/2014, for the last three years.
6. Conflicts of interest
All the questions of this section must be answered in relation both to you personally
and all your relatives up to the second degree, by blood or alliance, your spouse,
registered partner, cohabitee or other relation with whom you share living
accommodation, as well as any entity in which you are a member of the board of
directors or any entity you have close links with, within the meaning of Article 3(1)
(35) of Law 4261/2014.
6.1 Do you have any personal relationship with, or financial interests in:
- other members of the board of directors and/or key function holders of the credit
institution, the parent undertaking or its subsidiaries (if any)?
- a person that has a qualifying holding, within the meaning of Article 3(1)(33) of
Law 4261/2014, in the credit institution, the parent undertaking or their subsidiaries
(if any)?
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NO
YES
If YES, please provide details below.
6.2 Do you conduct business with the credit institution, the parent undertaking or their
subsidiaries (if any)?
NO
YES
If YES, please provide the following information:
- a description of the type and content of the business and the obligations of both
parties;
- if relevant, the name of the company;
- the relevant period of this relationship.
6.3 Are you currently involved in any legal proceedings against the credit institution,
the parent undertaking or their subsidiaries (if any), either directly or indirectly?
NO
YES
If YES, please provide information on the content and status of the legal proceedings
and the entity involved.
6.4 Do you have any professional (e.g. management position) or commercial
relationship or have you had such relationship over the past two years with:
- the credit institution, the parent undertaking or their subsidiaries?
- competitors, consultants, main suppliers and service providers of the credit
institution, the parent undertaking or their subsidiaries?
NO
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YES
If YES, please provide details below (where a commercial relationship exists, please
provide information as to what (financial) value it represents).
6.5 Do you have any substantial financial interest (such as ownership or investment)
in the credit institution, the parent undertaking or their subsidiaries (if any), or in
competitors or clients of the credit institution, their parent undertaking or their
subsidiaries? If yes, please provide the following information in the table below:
Name of the
entity
Main activities
of entity
Relationship
between the
entity and the
credit
institution
Relevant
period
Size of the
financial
interest (% of
the capital and
voting rights,
or value of
investment)
6.6 Do you, in any way, represent a shareholder of the credit institution, the parent
undertaking or their subsidiaries (if any)?
NO
YES
If YES, please provide the following information:
name of the shareholder;
% participation (in % of the capital and voting rights);
nature of the representation.
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6.7 Do you have any substantial4 financial obligation to the credit institution, the
parent undertaking or their subsidiaries (if any)?
NO
YES
If YES, please provide the following information:
the type of obligation;
the value of the obligation;
the relevant period of this obligation.
6.8 Do you have or have you had over the past two years a position with high political
influence (at European, national or regional/local level)?
NO
YES
If YES, please provide the following information:
the nature of the position;
the specific powers related to or the obligations of this position;
the relationship between this position (or the entity where this position is held) and
the credit institution, the parent undertaking or their subsidiaries.
6.9 Do you have any other relationships, positions or involvement that are not
addressed in the questions above, which could adversely affect the interests of the
credit institution?
NO
YES
If YES, please provide all necessary information (e.g. nature, content, period and, if
relevant, the relation to/relationship with the credit institution, the parent undertaking
or their subsidiaries).
4 Loans of less than €50,000 are not considered a substantial financial obligation.
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6.10 Please state any other financial interests in undertakings in the financial sector
that are not addressed in the questions above.
6.11 If any of the above apply, please indicate how a potential conflict of interest,
whether or not it is considered material, is proposed to be mitigated. Please include
relevant documentation if needed (e.g. bylaws, rules of procedure).
The following question must be answered by the institution
6.12 If any of the above apply, please indicate how a potential conflict of interest
resulting from the appointee’s statements above, whether or not it is considered
material, is proposed to be mitigated. Please include relevant documentation if needed
(e.g. bylaws, rules of procedure).
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7. Letters of recommendation
Please complete the table below with contact details and other data of two persons
that the Bank of Greece can contact for recommendations, preferably your past
employers in the banking or financial sector.
Name
Surname
Company
Position
Telephone number
Email address
Kind of professional relationship
Kind of non-professional relationship
8. Collective suitability
To be completed by the institution only where the appointee plans to sit on the board
of directors.
8.1 How is the appointee to be situated in the collective suitability of the credit
institution? Please explain why the appointment complements the collective
suitability of the board of directors in accordance with Article 83(7) of Law
4261/2014.
8.2 Explain in general the weaknesses that have been identified in the overall
composition of the board of directors. How will the appointee help to solve some or
all of the weaknesses?
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9. Additional information and attachments
9.1 Please provide any additional information you consider to be relevant to your
assessment.
The following question must be answered by the institution
9.2 Please provide any additional information you consider to be relevant to the
assessment of the appointee.
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9.3 Please list the required supporting documents that accompany the application as
Attachments.
Annex Paragraph Tick () if
submitted
or indicate “n/a”
1Authenticated copy of ID or
passport1.6
2 Evidence of residence 1.9, 1.10
3
Income tax returns and tax
review forms for the last three
years
1.11
4
Minutes of the board of
directors or other body as
evidence of your appointment
2.1
5
Copy of approval or rejection
decision of a supervisory
authority
2.5
6Authenticated copies of
qualifications3.1
7 CV 3.8
8Documents in relation to the
questions in Section 5
9
Transcript of criminal record
or other equivalent document
for non-residents
5.1
10Certificate of non-adjudication
in bankruptcy5.5
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11
Certificate of non-filing of an
application for adjudication in
bankruptcy
5.5
12
Certificate of non-filing of an
application for suspension of
payments
5.5
13
Certificate of non-filing of an
application for settlement –
resolution under Article 99 of
Law 3588/2007
5.5
14
Certificate of non-filing of an
application for composition in
bankruptcy
5.5
15
Certificate of non-filing of an
application for dissolution of
the company
5.5
16
Certificate of non-filing of an
application for a reorganisation
plan
5.5
17
Certificate of non-filing of an
application for placement
under special liquidation
5.5
18
Certificate of non-placement
under compulsory
administration
5.5
19 Certificate of non-filing of an
application for placement
under compulsory
5.5
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administration
20Other information. Please
explain
10. DECLARATION – AUTHORISATION BY THE APPOINTEE
I, the undersigned, hereby solemnly declare that:
(a) the information provided in this questionnaire is complete and and I agree to
provide the Bank of Greece with any further information and clarifications in respect
of this questionnaire;
(b) I am aware that any wilful or negligent provision of untrue or misleading
information to the Bank of Greece also entails criminal sanctions;
(c) I hereby provide my express permission to the Bank of Greece and its duly
authorised staff to seek and obtain information from any other party (including, but
not limited to, my current and previous employers, institutions, other domestic or
foreign supervisory or regulatory authorities), as necessary to verify data provided in
this questionnaire;
(d) the institution shall be notified promptly in writing of any change in the
information in this questionnaire;
(e) I confirm that I am aware of the responsibilities arising from the EU and national
legislation which are of relevance to the function for which a positive assessment is
sought, and also confirm the intention to ensure continued compliance with them;
(f) being fully cognizant of the legal consequences, I hereby provide my explicit and
unconditional consent to the collection, alignment, combination and processing of the
records containing my personal data, which are kept by the Bank of Greece, as well as
to the transmission of such data in accordance with the provisions of the current
regulatory framework;
(g) whenever needed or considered appropriate by the Bank of Greece, I shall assist
and cooperate in order to achieve compliance with the obligations that are incumbent
either upon myself personally or upon the institution concerned; and
(h) this declaration extends to both the current and any future data and information
concerning myself, which are collected for supervisory purposes.
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.. .......................................... ... ..................................................
(Signature) (Full name and position)
... .............................................
(Place and Date)
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11. DECLARATION BY THE CREDIT INSTITUTION
I, the undersigned, hereby confirm that:
(a) the information provided in this questionnaire is accurate and complete to the best
of my knowledge;
(b) the institution will notify the Bank of Greece immediately in writing if there is any
material change* in the information provided;
(c) the institution has requested the full information necessary to assess the
appointee’s suitability and it has given due consideration to that information in
determining the appointee to be fit and proper;
(d) the description of the function for which a positive assessment is sought accurately
reflects the aspects of the activities of the institution which it is intended that the
appointee will be responsible for;
(e) the institution believes, on the basis of due and diligent enquiry and by reference
to the fit and proper criteria as laid down in national and EU law, that the appointee is
a fit and proper person to perform the function as described in this questionnaire;
(f) the institution has made the appointee aware of the regulatory responsibilities
associated with the function as described in this questionnaire; and
(g) I have authority to submit this questionnaire and provide the declarations given by,
and sign this questionnaire on behalf of, the institution.
Name: … …………….. Signature: …………………
Position: … …………….. Date: …………………
*A material change is a change that may affect the suitability of the appointee.
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12. DECLARATION – AUTHORISATION BY OTHER NATURAL
PERSONS WHOSE PERSONAL DATA ARE INCLUDED IN THE
QUESTIONNAIRE
I, the undersigned, hereby solemnly declare that:
(a) being fully cognizant of the legal consequences, I hereby provide my explicit and
unconditional consent to the collection, alignment, combination and processing of the
records containing my personal data, which are kept by the Bank of Greece, as well as
to the transmission of such data in accordance with the provisions of the current
regulatory framework; and
(b) this declaration extends to both the current and any future data and information
concerning myself, which are collected for supervisory purposes.
... ....................................... .. ...................................................
(Signature) (Full name and position)
... .............................................
(Place and Date)
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